UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 31, 2019
THE MACERICH COMPANY (Exact Name of Registrant as Specified in Charter)
MARYLAND 1-12504 95-4448705 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code (310) 394-6000 N/A (Former Name or Former Address, if Changed Since Last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange Title of each class Trading symbol(s) on which registered Common stock of The Macerich Company, MAC The New York Stock Exchange $0.01 par value per share
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The Company issued a press release on October 31, 2019 (the “Press Release”) announcing results of operations for the Company for the quarter ended September 30, 2019 and such Press Release is furnished as Exhibit 99.1 hereto.
On October 31, 2019, the Company made available on its website a financial supplement containing financial and operating information of the Company (“Supplemental Financial Information”) for the three and nine months ended September 30, 2019 and such Supplemental Financial Information is furnished as Exhibit 99.2 hereto.
The Press Release and Supplemental Financial Information included as exhibits with this report are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.
ITEM 7.01 REGULATION FD DISCLOSURE. The Press Release and Supplemental Financial Information included as exhibits with this report are being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. Listed below are the financial statements, pro forma financial information and exhibits furnished as part of this report: (a), (b) and (c) Not applicable.
(d) Exhibits.
Exhibit Index attached hereto and incorporated herein by reference.
2 EXHIBIT INDEX
EXHIBIT NUMBER NAME
99.1 Press Release dated October 31, 2019
99.2 Supplemental Financial Information for the three and nine months ended September 30, 2019
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
3 SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE MACERICH COMPANY
By: Scott W. Kingsmore
October 31, 2019 /s/ Scott W. Kingsmore Date Executive Vice President, Chief Financial Officer and Treasurer
4 Exhibit 99.1
PRESS RELEASE
THE MACERICH COMPANY MACERICH ANNOUNCES QUARTERLY RESULTS
SANTA MONICA, CA, October 31, 2019. The Macerich Company (NYSE: MAC) today announced results of operations for the quarter ended September 30, 2019, which included net income attributable to the Company of $46.4 million or $.33 per share-diluted for the quarter ended September 30, 2019 compared to net income attributable to the Company for the quarter ended September 30, 2018 of $74.0 million or $.52 per share- diluted. For the third quarter 2019, funds from operations (“FFO”)-diluted, excluding financing expense in connection with Chandler Freehold was $133.2 million or $.88 per share-diluted compared to $149.6 million or $.99 per share-diluted, for the quarter ended September 30, 2018. A description and reconciliation of earnings per share (“EPS”)-diluted to FFO per share-diluted, excluding financing expense in connection with Chandler Freehold is included within the financial tables accompanying this press release.
Results and Highlights:
• Mall tenant annual sales per square foot for the portfolio increased by 13.2% to $800 for the twelve months ended September 30, 2019
compared to $707 for the twelve months ended September 30, 2018.
• Re-leasing spreads for the twelve months ended September 30, 2019 were up 8.3%.
• Mall portfolio occupancy was 93.8% at September 30, 2019 compared to 95.1% at September 30, 2018.
• Average rent per square foot increased to $61.16 at September 30, 2019, up 3.5% from $59.09 at September 30, 2018.
• Year to date, the Company has completed or arranged nearly $2.1 billion of financings at an average interest rate of 3.9% and an average
maturity of over 9.2 years, netting $576 million of excess loan proceeds at the Company’s share.
“We are pleased by a solid third quarter. The portfolio continues to show strong tenant sales growth, and the leasing environment is improving with total leasing volume up 29% year to date compared to 2018,” said the Company’s Chief Executive Officer, Tom O’Hern. “Along with our partner, PREIT, we are thrilled to have delivered Fashion District Philadelphia to the citizens of Philadelphia several weeks ago. The project provides a previously unavailable critical mass of retail and entertainment offerings in a single downtown venue.”
Development/Redevelopment: On September 19, 2019, the Company’s 50/50 joint venture with Pennsylvania REIT opened Fashion District Philadelphia, a four-level retail hub in Center City spanning over 800,000 square feet across three city blocks in the heart of downtown Philadelphia. The project is expected to be 70% occupied by holiday 2019. This project represents a unique consolidation of retail, entertainment and co-working uses that is unrivaled within downtown Philadelphia. Noteworthy tenants among others include Century 21, Primark, Burlington, Industrious, H&M, Nike, AMC Theaters, Round One, City Winery, Wonderspaces, Candytopia, Ulta, Kate Spade New York, Sephora, A/X Armani, DSW Shoes, American Eagle/Aerie, Hollister, Columbia Sportswear, Guess Factory and Skechers.
The Company is nearing completion of its multi-dimensional redevelopment of Scottsdale Fashion Square. Industrious and Apple are both performing extremely well within the former Barneys location. Leasing momentum has been very strong within the newly renovated luxury wing, as prominent new luxury brands
1 continue to be added to this distinctive portion of the center. The fully-leased 80,000 square foot expansion is the only portion of the property still under development. By early 2020, the property will feature several new high-end and lifestyle restaurants within this expansion area, including Ocean 44, Nobu Scottsdale, Farmhouse, Toca Madera, Tocaya Organica and Zinque. Both Equinox and Caesars Republic are anticipated to open during 2021.
Horizontal site work continues to be performed by the Carson Reclamation Authority on Los Angeles Premium Outlets in Carson, CA, a state-of-the-art Premium Outlet center, which we own in a 50/50 joint venture with Simon Property Group. This extremely well-located shopping destination fronting Interstate-405 will include approximately 400,000 square feet in its first phase, and is anticipated to open in fall 2021, followed by an additional approximately 165,000 square feet in its second phase.
Construction has commenced on the Company’s joint venture at One Westside. The entirety of this 584,000 square foot, Class A creative office campus in West Los Angeles will be occupied by Google. Estimated remaining project costs for this coveted, well-located real estate are approximately $90 million at the Company’s 25% pro-rata share, which are expected to be fully funded by a construction loan facility that is anticipated to close within the fourth quarter.
Financing Activity: On September 12, 2019, the Company’s joint venture closed a $190 million, 10-year loan on the previously unencumbered Tysons Tower office building in Tysons Corner, VA with a fixed interest rate of 3.33%.
The Company has agreed to terms for a $555 million loan at 3.67% fixed for ten years to refinance a $427 million loan on Kings Plaza in Brooklyn, NY. This transaction is expected to close in the fourth quarter of 2019.
Along with other loans either previously closed or pending, including a new construction loan on One Westside that is expected to close in the fourth quarter of 2019, the foregoing loan transactions are part of a nearly $2.1 billion financing plan for 2019 (including our joint venture partners’ share).
2019 Earnings Guidance: The Company is re-affirming its guidance for FFO per share-diluted, excluding financing expense in connection with Chandler Freehold and is revising its previous estimate of EPS-diluted guidance to reflect its current expectation for 2019. A reconciliation of estimated EPS-diluted to FFO per share-diluted follows:
Year 2019 Guidance EPS-diluted $ 0.64 - $0.72 Plus: real estate depreciation and amortization 3.20 - 3.20 Plus: loss on sale or write-down of depreciable assets 0.09 - 0.09
FFO per share-diluted 3.93 - 4.01 Less: impact of financing expense in connection with Chandler Freehold 0.43 - 0.43
FFO per share-diluted, excluding financing expense in connection with Chandler Freehold $ 3.50 - $3.58
More details of the guidance assumptions are included in the Company’s Form 8-K supplemental financial information.
Macerich, an S&P 500 company, is a fully integrated, self-managed and self-administered real estate investment trust, which focuses on the acquisition, leasing, management, development and redevelopment of regional malls throughout the United States.
2 Macerich currently owns 51 million square feet of real estate consisting primarily of interests in 47 regional shopping centers. Macerich specializes in successful retail properties in many of the country’s most attractive, densely populated markets with significant presence in the West Coast, Arizona, Chicago, and the Metro New York to Washington, DC corridor. A recognized leader in sustainability, Macerich has earned Nareit’s prestigious “Leader in the Light” award every year from 2014-2018. For the fifth straight year in 2019 Macerich achieved the #1 GRESB ranking in the North American Retail Sector, among many other environmental accomplishments. Additional information about Macerich can be obtained from the Company’s website at www.macerich.com.
Investor Conference Call: The Company will provide an online Web simulcast and rebroadcast of its quarterly earnings conference call. The call will be available on The Macerich Company’s website at www.macerich.com (Investors Section). The call begins on October 31, 2019 at 10:00 AM Pacific Time. To listen to the call, please go to the website at least 15 minutes prior to the call in order to register and download audio software if needed. An online replay at www.macerich.com (Investors Section) will be available for one year after the call.
The Company will publish a supplemental financial information package which will be available at www.macerich.com in the Investors Section. It will also be furnished to the SEC as part of a Current Report on Form 8-K.
Note: This release contains statements that constitute forward-looking statements which can be identified by the use of words, such as “expects,” “anticipates,” “assumes,” “projects,” “estimated” and “scheduled” and similar expressions that do not relate to historical matters. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to vary materially from those anticipated, expected or projected. Such factors include, among others, general industry, as well as national, regional and local economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates, terms and payments, interest rate fluctuations, availability, terms and cost of financing and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment, acquisitions and dispositions; the liquidity of real estate investments, governmental actions and initiatives (including legislative and regulatory changes); environmental and safety requirements; and terrorist activities or other acts of violence which could adversely affect all of the above factors. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2018, for a discussion of such risks and uncertainties, which discussion is incorporated herein by reference. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events unless required by law to do so.
(See attached tables) ##
3 THE MACERICH COMPANY FINANCIAL HIGHLIGHTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Results of Operations: For the Three Months For the Nine Months Ended September 30, Ended September 30, Unaudited Unaudited 2019 2018 2019 2018 Revenues: Leasing revenue (a) $ 214,260 $ 224,251 $ 636,290 $ 659,377 Other income 6,889 6,895 20,054 22,010 Management Companies’ revenues 9,978 11,052 29,277 32,090
Total revenues 231,127 242,198 685,621 713,477
Expenses: Shopping center and operating expenses 69,328 72,101 203,024 214,683 Management Companies’ operating expenses 15,514 18,961 50,220 72,224 Leasing expenses (a) 7,162 2,565 22,344 8,591 REIT general and administrative expenses 5,285 5,439 16,835 18,414 Costs related to shareholder activism — — — 19,369 Depreciation and amortization 82,787 81,803 246,640 240,608 Interest expense (b) 14,799 44,927 90,265 136,477 Loss on extinguishment of debt — — 351 —
Total expenses 194,875 225,796 629,679 710,366
Equity in income of unconsolidated joint ventures 14,582 18,789 34,082 51,330 Income tax (expense) benefit (678) (466) (1,703) 1,799 (Loss) gain on sale or write down of assets, net (131) 46,516 (15,506) (514)
Net income 50,025 81,241 72,815 55,726 Less net income attributable to noncontrolling interests 3,654 7,213 2,886 7,455
Net income attributable to the Company $ 46,371 $ 74,028 $ 69,929 $ 48,271
Weighted average number of shares outstanding—basic 141,368 141,196 141,325 141,120
Weighted average shares outstanding, assuming full conversion of OP Units (c) 151,784 151,574 151,740 151,476
Weighted average shares outstanding—Funds From Operations (“FFO”)—diluted (c) 151,784 151,574 151,740 151,481
Earnings per share (“EPS”)—basic $ 0.33 $ 0.52 $ 0.49 $ 0.34
EPS—diluted $ 0.33 $ 0.52 $ 0.49 $ 0.34
Dividend declared per share $ 0.75 $ 0.74 $ 2.25 $ 2.22
FFO—basic and diluted (c) (d) $ 170,579 $ 152,717 $ 453,723 $ 403,255
FFO—basic and diluted, excluding financing expense in connection with Chandler Freehold (c) (d) $ 133,242 $ 149,578 $ 388,817 $ 398,779
FFO—basic and diluted, excluding financing expense in connection with Chandler Freehold, loss on extinguishment of debt and costs related to shareholder activism (c) (d) $ 133,242 $ 149,578 $ 389,168 $ 418,148
FFO per share—basic and diluted (c) (d) $ 1.12 $ 1.01 $ 2.99 $ 2.66
FFO per share—basic and diluted, excluding financing expense in connection with Chandler Freehold (c) (d) $ 0.88 $ 0.99 $ 2.56 $ 2.63
FFO per share—basic and diluted, excluding financing expense in connection with Chandler Freehold, loss on extinguishment of debt and costs related to shareholder activism (c) (d) $ 0.88 $ 0.99 $ 2.56 $ 2.76
4 THE MACERICH COMPANY FINANCIAL HIGHLIGHTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(a) In accordance with the adoption of ASC Topic 842, “Leases” (“ASC 842”) effective January 1, 2019, the Company is required to present all revenues related to its leases as a single line item. In addition, ASC 842 requires that the Company present lease revenues net of the Company’s provision for bad debts (See the Company’s Form 8-K supplemental financial information for further detail of the components of leasing revenue). For comparison purposes, the Company has reclassified minimum rents, percentage rents, tenant recoveries and the leasing portion of other revenues for the three and nine months ended September 30, 2018. For the three and nine months ended September 30, 2018, the Company’s provision for bad debts is included in shopping center and operating expenses. In accordance with ASC 842, the Company has expensed all leasing costs that were not incremental and contingent to the execution of new leases or lease renewals. For comparison purposes, the Company has reclassified leasing expenses for the three and nine months ended September 30, 2018 that were previously included in Management Companies’ operating expenses.
(b) The Company accounts for its investment in the Chandler Fashion Center and Freehold Raceway Mall (“Chandler Freehold”) joint venture as a financing arrangement. As a result, the Company has included in interest expense (i) a credit of $39,456 and $70,977 to adjust for the change in the fair value of the financing arrangement obligation during the three and nine months ended September 30, 2019, respectively; and a credit of $4,893 and $9,279 to adjust for the change in fair value of the financing arrangement obligation during the three and nine months ended September 30, 2018, respectively, (ii) distributions of $1,278 and $5,157 to its partner representing the partner’s share of net income for the three and nine months ended September 30, 2019, respectively; and $2,111 and $6,577 to its partner representing the partner’s share of net income for the three and nine months ended September 30, 2018, respectively and (iii) distributions of $2,119 and $6,071 to its partner in excess of the partner’s share of net income for the three and nine months ended September 30, 2019, respectively; and distributions of $1,754 and $4,803 to its partner in excess of the partner’s share of net income for the three and nine months ended September 30, 2018, respectively.
(c) The Macerich Partnership, L.P. (the “Operating Partnership” or the “OP”) has operating partnership units (“OP units”). OP units can be converted into shares of Company common stock. Conversion of the OP units not owned by the Company has been assumed for purposes of calculating FFO per share and the weighted average number of shares outstanding. The computation of average shares for FFO—diluted includes the effect of share and unit-based compensation plans, stock warrants and convertible senior notes using the treasury stock method. It also assumes conversion of MACWH, LP preferred and common units to the extent they are dilutive to the calculation.
(d) The Company uses FFO in addition to net income to report its operating and financial results and considers FFO and FFO-diluted as supplemental measures for the real estate industry and a supplement to Generally Accepted Accounting Principles (“GAAP”) measures. The National Association of Real Estate Investment Trusts (“Nareit”) defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties, plus real estate related depreciation and amortization, impairment write-downs of real estate and write-downs of investments in an affiliate where the write-downs have been driven by a decrease in the value of real estate held by the affiliate and after adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis. Beginning in the first quarter of 2018, the Company revised its definition of FFO so that FFO excluded the impact of the financing expense in connection with Chandler Freehold. Beginning in the third quarter of 2019, the Company now presents a separate non-GAAP measure—FFO excluding financing expense in connection with Chandler Freehold. The Company has revised the FFO presentation for the three and nine months ended September 30, 2018 to conform to the current presentation. The Company accounts for its joint venture in Chandler Freehold as a financing arrangement. In connection with this treatment, the Company recognizes financing expense on (i) the changes in fair value of the financing arrangement, (ii) any payments to such joint venture partner equal to their pro rata share of net income and (iii) any
5 THE MACERICH COMPANY FINANCIAL HIGHLIGHTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) payments to such joint venture partner less than or in excess of their pro rata share of net income. The Company excludes the noted expenses related to the changes in fair value and for the payments to such joint venture partner less than or in excess of their pro rata share of net income. The Company also presents FFO excluding financing expense in connection with Chandler Freehold, loss on extinguishment of debt and costs related to shareholder activism. FFO and FFO on a diluted basis are useful to investors in comparing operating and financial results between periods. This is especially true since FFO excludes real estate depreciation and amortization, as the Company believes real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. The Company believes that such a presentation also provides investors with a more meaningful measure of its operating results in comparison to the operating results of other real estate investment trusts (“REITs”). In addition, the Company believes that FFO excluding financing expense in connection with Chandler Freehold, non-routine costs associated with extinguishment of debt and costs related to shareholder activism provide useful supplemental information regarding the Company’s performance as they show a more meaningful and consistent comparison of the Company’s operating performance and allows investors to more easily compare the Company’s results. The Company believes that FFO on a diluted basis is a measure investors find most useful in measuring the dilutive impact of outstanding convertible securities. The Company further believes that FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income (loss) as defined by GAAP, and is not indicative of cash available to fund all cash flow needs. The Company also cautions that FFO as presented, may not be comparable to similarly titled measures reported by other REITs.
6 THE MACERICH COMPANY FINANCIAL HIGHLIGHTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Reconciliation of net income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted, excluding financing expense in connection with Chandler Freehold, loss on extinguishment of debt and costs related to shareholder activism (d):
For the Three Months For the Nine Months Ended September 30, Ended September 30, Unaudited Unaudited 2019 2018 2019 2018 Net income attributable to the Company $ 46,371 $ 74,028 $ 69,929 $ 48,271 Adjustments to reconcile net income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted: Noncontrolling interests in the OP 3,427 5,432 5,151 3,544 Loss (gain) on sale or write down of consolidated assets, net 131 (46,516) 15,506 514 Add: gain on undepreciated asset sales from consolidated assets 81 2,060 615 3,415 Noncontrolling interests share of (loss) gain on sale or write-down of consolidated joint ventures — — (3,369) 580 Loss (gain) on sale or write down of assets from unconsolidated joint ventures (pro rata), net (3) (2,968) 381 (3,014) Add: gain on sales or write down of undepreciated assets from unconsolidated joint ventures (pro rata), net — 2,151 — 373 Depreciation and amortization on consolidated assets 82,787 81,803 246,640 240,608 Less depreciation and amortization allocable to noncontrolling interests in consolidated joint ventures (3,746) (3,670) (11,067) (10,946) Depreciation and amortization on unconsolidated joint ventures (pro rata) 45,465 43,850 141,670 130,030 Less: depreciation on personal property (3,934) (3,453) (11,733) (10,120)
FFO attributable to common stockholders and unit holders—basic and diluted 170,579 152,717 453,723 403,255 Financing expense in connection with Chandler Freehold (37,337) (3,139) (64,906) (4,476)
FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted 133,242 149,578 388,817 398,779 Loss on extinguishment of debt — — 351 — Costs related to shareholder activism — — — 19,369
FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold, loss on extinguishment of debt and costs related to shareholder activism—diluted $133,242 $149,578 $389,168 $ 418,148
7 THE MACERICH COMPANY FINANCIAL HIGHLIGHTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Reconciliation of EPS to FFO per share—diluted (d):
For the Three Months For the Nine Months Ended September 30, Ended September 30, Unaudited Unaudited 2019 2018 2019 2018 EPS—diluted $ 0.33 $ 0.52 $ 0.49 $ 0.34 Per share impact of depreciation and amortization of real estate 0.79 0.79 2.41 2.31 Per share impact of loss (gain) on sale or write down of assets, net 0.00 (0.30) 0.09 0.01
FFO per share—basic and diluted $ 1.12 $ 1.01 $ 2.99 $ 2.66 Per share impact of financing expense in connection with Chandler Freehold. (0.24) (0.02) (0.43) (0.03)
FFO per share—basic and diluted, excluding financing expense in connection with Chandler Freehold $ 0.88 $ 0.99 $ 2.56 $ 2.63 Per share impact of loss on extinguishment of debt — — — — Per share impact of costs related to shareholder activism — — — 0.13
FFO per share—basic and diluted, excluding financing expense in connection with Chandler Freehold, loss on extinguishment of debt and costs related to shareholder activism $ 0.88 $ 0.99 $ 2.56 $ 2.76
Reconciliation of Net income attributable to the Company to Adjusted EBITDA:
For the Three Months For the Nine Months Ended September 30, Ended September 30, Unaudited Unaudited 2019 2018 2019 2018 Net income attributable to the Company $ 46,371 $ 74,028 $ 69,929 $ 48,271 Interest expense—consolidated assets 14,799 44,927 90,265 136,477 Interest expense—unconsolidated joint ventures (pro rata) 25,552 27,897 78,974 81,557 Depreciation and amortization—consolidated assets 82,787 81,803 246,640 240,608 Depreciation and amortization—unconsolidated joint ventures (pro rata) 45,465 43,850 141,670 130,030 Noncontrolling interests in the OP 3,427 5,432 5,151 3,544 Less: Interest expense and depreciation and amortization allocable to noncontrolling interests in consolidated joint ventures (8,743) (8,915) (26,222) (26,928) Loss on extinguishment of debt — — 351 — Loss (gain) on sale or write down of assets, net—consolidated assets 131 (46,516) 15,506 514 Loss (gain) on sale or write down of assets, net—unconsolidated joint ventures (pro rata) (3) (2,968) 381 (3,014) Add: Noncontrolling interests share of (loss) gain on sale or write down of consolidated joint ventures, net — — (3,369) 580 Income tax expense (benefit) 678 466 1,703 (1,799) Distributions on preferred units 100 99 301 298
Adjusted EBITDA (e) $210,564 $220,103 $621,280 $610,138
8 THE MACERICH COMPANY FINANCIAL HIGHLIGHTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Reconciliation of Adjusted EBITDA to Net Operating Income (“NOI”) and to NOI—Same Centers:
For the Three Months For the Nine Months Ended September 30, Ended September 30, Unaudited Unaudited 2019 2018 2019 2018 Adjusted EBITDA (e) $210,564 $220,103 $621,280 $610,138 REIT general and administrative expenses 5,285 5,439 16,835 18,414 Costs related to shareholder activism — — — 19,369 Management Companies’ revenues (9,978) (11,052) (29,277) (32,090) Management Companies’ operating expenses 15,514 18,961 50,220 72,224 Leasing expenses, including joint ventures at pro rata 8,147 2,565 25,170 8,591 Straight-line and above/below market adjustments (8,850) (8,391) (23,538) (25,231)
NOI—All Centers 220,682 227,625 660,690 671,415 NOI of non-Same Centers (3,397) (7,502) (18,418) (30,228)
NOI—Same Centers (f) 217,285 220,123 642,272 641,187 Lease termination income of Same Centers (1,404) (4,608) (5,309) (9,881)
NOI—Same Centers, excluding lease termination income (f) $215,881 $215,515 $636,963 $631,306
(e) Adjusted EBITDA represents earnings before interest, income taxes, depreciation, amortization, noncontrolling interests in the OP, extraordinary items, loss (gain) on remeasurement, sale or write down of assets, loss (gain) on extinguishment of debt and preferred dividends and includes joint ventures at their pro rata share. Management considers Adjusted EBITDA to be an appropriate supplemental measure to net income because it helps investors understand the ability of the Company to incur and service debt and make capital expenditures. The Company believes that Adjusted EBITDA should not be construed as an alternative to operating income as an indicator of the Company’s operating performance, or to cash flows from operating activities (as determined in accordance with GAAP) or as a measure of liquidity. The Company also cautions that Adjusted EBITDA, as presented, may not be comparable to similarly titled measurements reported by other companies.
(f) The Company presents Same Center NOI because the Company believes it is useful for investors to evaluate the operating performance of comparable centers. Same Center NOI is calculated using total Adjusted EBITDA and eliminating the impact of the management companies’ revenues and operating expenses, leasing expenses (including joint ventures at pro rata), the Company’s general and administrative expenses, costs related to shareholder activism and the straight-line and above/below market adjustments to minimum rents and subtracting out NOI from non-Same Centers.
9 Exhibit 99.2
Supplemental Financial Information For the three and nine months ended September 30, 2019
The Macerich Company Supplemental Financial and Operating Information Table of Contents
All information included in this supplemental financial package is unaudited, unless otherwise indicated.
Page No. Corporate Overview 1-4 Overview 1-2 Capital Information and Market Capitalization 3 Changes in Total Common and Equivalent Shares/Units 4 Financial Data 5-11 Consolidated Statements of Operations (Unaudited) 5 Consolidated Balance Sheet (Unaudited) 6 Non-GAAP Pro Rata Financial Information (Unaudited) 7-9 2019 Guidance Range 10 Supplemental FFO Information 11 Capital Expenditures 12 Operational Data 13-27 Sales Per Square Foot 13 Sales Per Square Foot by Property Ranking 14-17 Occupancy 18 Average Base Rent Per Square Foot 19 Cost of Occupancy 20 Percentage of Net Operating Income by State 21 Property Listing 22-25 Joint Venture List 26-27 Debt Tables 28-30 Debt Summary 28 Outstanding Debt by Maturity Date 29-30 Development Pipeline 31-32 Corporate Information 33
This Supplemental Financial Information should be read in connection with the Company’s third quarter 2019 earnings announcement (included as Exhibit 99.1 of the Company’s Current Report on 8-K, event date October 31, 2019) as certain disclosures, definitions and reconciliations in such announcement have not been included in this Supplemental Financial Information. The Macerich Company Supplemental Financial and Operating Information Overview
The Macerich Company (the “Company”) is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional shopping centers located in the United States in many of the country’s most attractive, densely populated markets with significant presence on the West Coast, Arizona, Chicago and the Metro New York to Washington, DC corridor.
The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”).
As of September 30, 2019, the Operating Partnership owned or had an ownership interest in 51 million square feet of gross leasable area (“GLA”) consisting primarily of interests in 47 regional shopping centers and five community/power shopping centers. These 52 centers (which include any related office space) are referred to hereinafter as the “Centers”, unless the context requires otherwise.
A recognized leader in sustainability, Macerich has earned Nareit’s prestigious “Leader in the Light” award every year from 2014-2018. For the fifth straight year in 2019 Macerich achieved the #1 GRESB ranking in the North American Retail Sector, among many other environmental accomplishments.
The Company is a self-administered and self-managed real estate investment trust (“REIT”) and conducts all of its operations through the Operating Partnership and the Company’s management companies (collectively, the “Management Companies”).
All references to the Company in this Exhibit include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise.
The Company presents certain measures in this Exhibit on a pro rata basis which represents (i) the measure on a consolidated basis, minus the Company’s partners’ share of the measure from its consolidated joint ventures (calculated based upon the partners’ percentage ownership interest); plus (ii) the Company’s share of the measure from its unconsolidated joint ventures (calculated based upon the Company’s percentage ownership interest). Management believes that these measures provide useful information to investors regarding its financial condition and/or results of operations because they include the Company’s share of the applicable amount from unconsolidated joint ventures and exclude the Company’s partners’ share from consolidated joint ventures, in each case presented on the same basis. The Company has several significant joint ventures and the Company believes that presenting various measures in this manner can help investors better understand the Company’s financial condition and/or results of operations after taking into account its economic interest in these joint ventures. Management also uses these measures to evaluate regional property level performance and to make decisions about resource allocations. The Company’s economic interest (as distinct from its legal ownership interest) in certain of its joint ventures could fluctuate from time to time and may not wholly align with its legal ownership interests because of provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses, payments of preferred returns and control over major decisions. Additionally, the Company does not control its unconsolidated joint ventures and the presentation of certain items, such as assets, liabilities, revenues and expenses, from these unconsolidated joint ventures does not represent the Company’s legal claim to such items.
This document contains information constituting forward-looking statements and includes expectations regarding the Company’s future operational results as well as development, redevelopment and expansion activities. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to vary materially from those anticipated, expected or projected. Such factors
1 include, among others, general industry, economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates, terms and payments, interest rate fluctuations, availability, terms and cost of financing, operating expenses, and competition; adverse changes in the real estate markets, including the liquidity of real estate investments; and risks of real estate development, redevelopment, and expansion, including availability, terms and cost of financing, construction delays, environmental and safety requirements, budget overruns, sunk costs and lease-up; the inability to obtain, or delays in obtaining, all necessary zoning, land-use, building, and occupancy and other required governmental permits and authorizations; and governmental actions and initiatives (including legislative and regulatory changes) as well as terrorist activities or other acts of violence which could adversely affect all of the above factors. Furthermore, occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2018, for a discussion of such risks and uncertainties, which discussion is incorporated herein by reference. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events unless required by law to do so.
2 The Macerich Company Supplemental Financial and Operating Information (unaudited) Capital Information and Market Capitalization
Period Ended 9/30/2019 12/31/2018 12/31/2017 dollars in thousands, except per share data Closing common stock price per share $ 31.59 $ 43.28 $ 65.68 52 week high $ 55.54 $ 69.73 $ 73.34 52 week low $ 27.54 $ 40.90 $ 52.12 Shares outstanding at end of period Class A non-participating convertible preferred units 90,619 90,619 90,619 Common shares and partnership units 151,785,806 151,655,147 151,253,557
Total common and equivalent shares/units outstanding 151,876,425 151,745,766 151,344,176
Portfolio capitalization data Total portfolio debt, including joint ventures at pro rata $ 7,976,440 $ 7,850,669 $ 7,692,719 Equity market capitalization 4,797,776 6,567,557 9,940,285
Total market capitalization $ 12,774,216 $ 14,418,226 $ 17,633,004
Debt as a percentage of total market capitalization 62.4% 54.5% 43.6%
Portfolio Capitalization at September 30, 2019
3 The Macerich Company Supplemental Financial and Operating Information (unaudited) Changes in Total Common and Equivalent Shares/Units
Total Common Class A and Company Non-Participating Equivalent Partnership Common Convertible Shares/ Units Shares Preferred Units Units Balance as of December 31, 2018 10,433,435 141,221,712 90,619 151,745,766 Conversion of partnership units to cash (590) — — (590) Conversion of partnership units to common shares (21,000) 21,000 — — Issuance of stock/partnership units from restricted stock issuance or other share or unit-based plans 3,407 90,074 — 93,481
Balance as of March 31, 2019 10,415,252 141,332,786 90,619 151,838,657
Conversion of partnership units to cash (244) — — (244) Conversion of partnership units to common shares — — — — Issuance of stock/partnership units from restricted stock issuance or other share or unit-based plans 508 31,782 — 32,290
Balance as of June 30, 2019 10,415,516 141,364,568 90,619 151,870,703
Conversion of partnership units to cash (435) — — (435) Issuance of stock/partnership units from restricted stock issuance or other share or unit-based plans — 6,157 — 6,157
Balance as of September 30, 2019 10,415,081 141,370,725 90,619 151,876,425
4 The Macerich Company Consolidated Statements of Operations (Unaudited) (Dollars in thousands)
For the Three For the Nine Months Ended Months Ended September 30, 2019 September 30, 2019 Revenues: Leasing revenue $ 214,260 $ 636,290 Other income 6,889 20,054 Management Companies’ revenues 9,978 29,277
Total revenues 231,127 685,621
Expenses: Shopping center and operating expenses 69,328 203,024 Management Companies’ operating expenses 15,514 50,220 Leasing expenses 7,162 22,344 REIT general and administrative expenses 5,285 16,835 Depreciation and amortization 82,787 246,640 Interest expense 14,799 90,265 Loss on extinguishment of debt — 351
Total expenses 194,875 629,679 Equity in income of unconsolidated joint ventures 14,582 34,082 Income tax expense (678) (1,703) Loss on sale or write down of assets, net (131) (15,506)
Net income 50,025 72,815 Less net income attributable to noncontrolling interests 3,654 2,886
Net income attributable to the Company $ 46,371 $ 69,929
5 The Macerich Company Consolidated Balance Sheet (Unaudited) As of September 30, 2019 (Dollars in thousands)
ASSETS: Property, net (a) $ 6,664,106 Cash and cash equivalents 98,309 Restricted cash 8,959 Tenant and other receivables, net 129,729 Right-of-use assets, net 150,656 Deferred charges and other assets, net 277,799 Due from affiliates 9,627 Investments in unconsolidated joint ventures 1,436,788
Total assets $ 8,775,973
LIABILITIES AND EQUITY: Mortgage notes payable $ 4,294,633 Bank and other notes payable 749,769 Accounts payable and accrued expenses 61,348 Lease liabilities 116,683 Other accrued liabilities 253,882 Distributions in excess of investments in unconsolidated joint ventures 112,326 Financing arrangement obligation 279,563
Total liabilities 5,868,204
Commitments and contingencies Equity: Stockholders’ equity: Common stock 1,413 Additional paid-in capital 4,581,551 Accumulated deficit (1,864,807) Accumulated other comprehensive loss (10,946)
Total stockholders’ equity 2,707,211 Noncontrolling interests 200,558
Total equity 2,907,769
Total liabilities and equity $ 8,775,973
(a) Includes construction in progress of $204,172.
6 The Macerich Company Non-GAAP Pro Rata Financial Information (Unaudited) (Dollars in thousands)
For the Three Months For the Nine Months Ended September 30, 2019 Ended September 30, 2019 Noncontrolling Noncontrolling Interests of Company’s Share Interests of Company’s Share Consolidated of Unconsolidated Consolidated of Unconsolidated Joint Ventures (a) Joint Ventures Joint Ventures (a) Joint Ventures Revenues: Leasing revenue $ (12,316) $ 114,210 $ (37,950) $ 341,218 Other income (468) 6,863 (680) 20,710
Total revenues (12,784) 121,073 (38,630) 361,928
Expenses: Shopping center and operating expenses (3,674) 34,352 (10,791) 103,482 Leasing expenses (140) 1,125 (513) 3,339 Depreciation and amortization (3,746) 45,465 (11,067) 141,670 Interest expense (4,997) 25,552 (15,155) 78,974
Total expenses (12,557) 106,494 (37,526) 327,465 Equity in income of unconsolidated joint ventures — (14,582) — (34,082) Loss on sale or write down of assets, net — 3 3,369 (381)
Net (income) loss (227) — 2,265 — Less net (income) loss attributable to noncontrolling interests (227) — 2,265 —
Net income attributable to the Company $ — $ — $ — $ —
(a) Represents the Company’s partners’ share of consolidated joint ventures.
7 The Macerich Company Non-GAAP Pro Rata Financial Information (Unaudited) (Dollars in thousands)
As of September 30, 2019 Noncontrolling Interests of Company’s Share Consolidated of Unconsolidated Joint Ventures (a) Joint Ventures ASSETS: Property, net (b) $ (339,595) $ 4,507,566 Cash and cash equivalents (9,953) 101,748 Restricted cash (184) 5,766 Tenant and other receivables, net (5,259) 64,396 Right-of-use assets, net (798) 61,353 Deferred charges and other assets, net (3,205) 151,764 Due from affiliates 390 (2,858) Investments in unconsolidated joint ventures, at equity — (1,436,788)
Total assets $ (358,604) $ 3,452,947
LIABILITIES AND EQUITY: Mortgage notes payable $ (359,048) $ 3,083,119 Bank and other notes payable (1,514) 209,481 Accounts payable and accrued expenses (2,528) 65,119 Lease liabilities (3,105) 61,388 Other accrued liabilities (5,630) 146,166 Distributions in excess of investments in unconsolidated joint ventures — (112,326) Financing arrangement obligation (279,563) —
Total liabilities (651,388) 3,452,947
Equity: Stockholders’ equity 293,949 — Noncontrolling interests (1,165) —
Total equity 292,784 —
Total liabilities and equity $ (358,604) $ 3,452,947
(a) Represents the Company’s partners’ share of consolidated joint ventures. (b) This includes $7,366 of construction in progress relating to the Company’s partners’ share from consolidated joint ventures and $321,731 of construction in progress relating to the Company’s share from unconsolidated joint ventures.
8 The Macerich Company Non-GAAP Pro Rata Schedule of Leasing Revenue (Unaudited) (Dollars in thousands)
For the Three Months Ended September 30, 2019 Company’s Non- Company’s Share of Company’s Controlling Consolidated Unconsolidated Total Consolidated Interests (a) Share Joint Ventures Share Revenues: Minimum rents $ 142,311 $ (8,079) $ 134,232 $ 80,626 $ 214,858 Percentage rents 3,902 (104) 3,798 2,802 6,600 Tenant recoveries 64,770 (4,014) 60,756 28,918 89,674 Other 6,211 (169) 6,042 2,569 8,611 Less: Bad debt expense (2,934) 50 (2,884) (705) (3,589)
Total leasing revenue $ 214,260 $ (12,316) $ 201,944 $ 114,210 $ 316,154
For the Nine Months Ended September 30, 2019 Company’s Non- Company’s Share of Company’s Controlling Consolidated Unconsolidated Total Consolidated Interests (a) Share Joint Ventures Share Revenues: Minimum rents $ 426,071 $ (24,759) $ 401,312 $ 242,651 $ 643,963 Percentage rents 8,350 (211) 8,139 5,124 13,263 Tenant recoveries 190,696 (12,183) 178,513 88,811 267,324 Other 17,940 (1,088) 16,852 6,939 23,791 Less: Bad debt expense (6,767) 291 (6,476) (2,307) (8,783)
Total leasing revenue $ 636,290 $ (37,950) $ 598,340 $ 341,218 $ 939,558
(a) Represents the Company’s partners’ share of consolidated joint ventures.
9 The Macerich Company 2019 Guidance Range (Unaudited)
The Company is re-affirming its guidance for FFO per share-diluted, excluding financing expense in connection with Chandler Freehold and is revising its previous estimate of EPS-diluted guidance to reflect its current expectation for 2019. A reconciliation of estimated EPS-diluted to FFO per share-diluted follows:
Year 2019 Guidance Earnings per share—diluted $0.64 - $0.72 Plus: real estate depreciation and amortization $3.20 - $3.20 Plus: loss on sale or write-down of depreciable assets $0.09 - $0.09
FFO per share—diluted $3.93 - $4.01 Less: Impact of financing expense in connection with Chandler Freehold $0.43 - $0.43
FFO per share—diluted, excluding financing expense in connection with Chandler Freehold $ 3.50 - $3.58
Underlying Assumptions to 2019 Guidance Cash Same Center Net Operating Income (“NOI”) Growth(a) Excluding lease termination income 0.5% - 1.0%
Year 2019 Year 2019 FFO / Share ($ millions)(b) Impact Lease termination income $6 $0.04 Capitalized interest $30 $0.20 Bad debt expense ($10) ($0.07) Dilutive impact on 2019 of assets sold in 2018 ($4) ($0.03) Straight-line rental income $15 $0.10 Amortization of acquired above and below-market leases (net-revenue) $15 $0.10 Leasing expenses(c) $34 $0.22 Interest expense(d) $294
(a) Excludes non-cash items of straight-line and above/below market adjustments to minimum rents. (b) All joint venture amounts included at pro rata. (c) In conjunction with the adoption of the new lease accounting standard, ASC 842, Leases (“ASC 842”), the Company estimates it will incur uncapitalized leasing expenses in 2019 of approximately $34 million. The Company incurred approximately $12 million of uncapitalized leasing expenses in 2018 prior to adoption of ASC 842. Therefore, the incremental impact of adopting ASC 842 is estimated at approximately $22 million. (d) This amount represents the Company’s pro rata share of interest expense, excluding any financing expense in connection with Chandler Freehold.
10 The Macerich Company Supplemental Financial and Operating Information (unaudited) Supplemental FFO Information(a)
As of September 30, 2019 2018 dollars in millions Straight-line rent receivable $ 122.1 $ 109.5
For the For the Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 dollars in millions Lease termination income $ 1.4 $ 4.6 $ 5.3 $ 10.0 Straight-line rental income $ 4.5 $ 5.6 $ 10.5 $ 14.2 Business development and parking income (b) $ 16.4 $ 15.2 $ 44.9 $ 42.8 Gain (loss) on sales or write down of undepreciated assets $ 0.1 $ 4.2 $ 0.6 $ 3.8 Amortization of acquired above and below-market leases (net revenue) $ 4.4 $ 2.8 $ 13.1 $ 11.0 Amortization of debt premiums $ 0.2 $ 0.2 $ 0.7 $ 0.7 Bad debt expense (c) $ 3.6 $ 1.4 $ 8.8 $ 5.0 Leasing expenses $ 8.1 $ 2.6 $ 25.2 $ 8.6 Interest capitalized $ 8.8 $ 7.0 $ 22.7 $ 20.9
Chandler Freehold financing arrangement (d): Distributions equal to partners’ share of net income $ 1.3 $ 2.1 $ 5.2 $ 6.6 Distributions in excess of partners’ share of net income (e) 2.1 1.8 6.1 4.8 Fair value adjustment (e) (39.5) (4.9) (71.0) (9.3)
Total interest (income) expense (d) $ (36.1) $ (1.0) $ (59.7) $ 2.1
(a) All joint venture amounts included at pro rata. (b) Included in leasing revenue and other income. (c) Included in leasing revenue for the three and nine months ended September 30, 2019 and included in shopping center and operating expenses for the three and nine months ended September 30, 2018. (d) Included in interest expense. (e) The Company presents FFO excluding the expenses related to changes in fair value of the financing arrangement and the payments to such joint venture partner less than or in excess of their pro rata share of net income.
11 The Macerich Company Supplemental Financial and Operating Information (unaudited) Capital Expenditures(a)
For the Nine Months Ended Year Ended Year Ended 9/30/2019 9/30/2018 12/31/18 12/31/17 dollars in millions Consolidated Centers Acquisitions of property, building improvement and equipment $ 19.3 $ 31.1 $ 53.4 $ 38.2 Development, redevelopment, expansions and renovations of Centers 83.1 128.6 173.3 152.1 Tenant allowances 14.8 9.1 12.6 11.5 Deferred leasing charges 2.0 13.8 17.3 26.5
Total $ 119.2 $ 182.6 $ 256.6 $ 228.3
Unconsolidated Joint Venture Centers Acquisitions of property, building improvement and equipment $ 7.8 $ 8.8 $ 15.7 $ 16.0 Development, redevelopment, expansions and renovations of Centers 152.9 103.6 145.9 121.8 Tenant allowances 6.9 4.6 8.7 6.8 Deferred leasing charges 2.7 6.8 10.9 6.2
Total $ 170.3 $ 123.8 $ 181.2 $ 150.8
(a) All joint venture amounts at pro rata.
12 The Macerich Company Supplemental Financial and Operating Information (unaudited) Regional Shopping Center Portfolio Sales Per Square Foot(a)
Unconsolidated Consolidated Joint Venture Total Centers Centers Centers 09/30/2019 $ 639 $ 1,009 $ 800 09/30/2018 $ 607 $ 842 $ 707 12/31/2018 $ 612 $ 882 $ 726 12/31/2017 $ 584 $ 765 $ 660
(a) Sales are based on reports by retailers leasing mall and freestanding stores for the trailing 12 months for tenants that have occupied such stores for a minimum of 12 months. Sales per square foot are based on tenants 10,000 square feet and under for regional shopping centers. Sales per square foot exclude Centers under development and redevelopment.
13 The Macerich Company Sales Per Square Foot by Property Ranking (Unaudited)
Cost of Occupancy % of Portfolio Sales per square foot Occupancy for the trailing 2019 Forecast 12 months Pro Rata 9/30/2019 12/31/2018 9/30/2018 9/30/2019 12/31/2018 9/30/2018 Ended 9/30/2019 Real Estate NOI Properties (a) (a) (a) (b) (b) (b) (c) (d) Group 1: Top 10 Broadway Plaza $ 2,330 $ 1,752 $ 1,425 95.5% 99.4% 99.4% Corte Madera, Village at $ 2,232 $ 2,166 $ 1,800 97.7% 94.4% 95.6% Queens Center $ 1,554 $ 1,506 $ 1,506 98.7% 99.7% 99.4% Washington Square $ 1,528 $ 1,261 $ 1,168 95.7% 98.8% 97.0% Scottsdale Fashion Square $ 1,472 $ 1,159 $ 1,032 92.2% 92.1% 92.5% Kierland Commons $ 1,440 $ 1,137 $ 973 98.8% 97.8% 98.6% North Bridge, The Shops at $ 1,028 $ 881 $ 846 82.8% 98.2% 98.0% Los Cerritos Center $ 1,002 $ 1,003 $ 988 96.6% 96.5% 96.3% Tysons Corner Center $ 973 $ 986 $ 983 95.5% 96.8% 95.7% Country Club Plaza n/a n/a n/a n/a n/a n/a
Total Top 10: $ 1,349 $ 1,164 $ 1,087 93.9% 95.5% 95.2% 10.6% 32.3%
Group 2: Top 11-20 Tucson La Encantada $ 921 $ 856 $ 868 95.4% 97.0% 93.3% Arrowhead Towne Center $ 897 $ 808 $ 788 98.5% 97.2% 96.4% Fresno Fashion Fair $ 859 $ 750 $ 737 90.5% 95.2% 95.7% Fashion Outlets of Chicago $ 844 $ 839 $ 830 99.6% 98.0% 98.0% Santa Monica Place $ 792 $ 808 $ 812 94.4% 93.4% 90.7% Chandler Fashion Center $ 740 $ 715 $ 702 95.6% 97.6% 94.3% Twenty Ninth Street $ 739 $ 712 $ 711 96.3% 97.1% 97.2% Kings Plaza Shopping Center $ 735 $ 701 $ 701 98.9% 97.9% 97.9% Vintage Faire Mall $ 714 $ 709 $ 707 97.2% 97.3% 97.6% Biltmore Fashion Park $ 693 $ 670 $ 1,113 89.4% 91.0% 93.0%
Total Top 11-20: $ 795 $ 759 $ 771 96.1% 96.6% 95.8% 12.2% 25.5%
14 The Macerich Company Sales Per Square Foot by Property Ranking (Unaudited)
Cost of Occupancy % of Portfolio Sales per square foot Occupancy for the trailing 2019 Forecast 12 months Pro Rata 9/30/2019 12/31/2018 9/30/2018 9/30/2019 12/31/2018 9/30/2018 Ended 9/30/2019 Real Estate NOI Properties (a) (a) (a) (b) (b) (b) (c) (d) Group 3: Top 21-30 Stonewood Center $ 688 $ 665 $ 663 93.7% 91.9% 94.0% Oaks, The $ 677 $ 654 $ 652 92.3% 88.9% 88.7% Danbury Fair Mall $ 657 $ 627 $ 621 92.8% 96.1% 95.1% Freehold Raceway Mall $ 654 $ 639 $ 641 96.7% 97.8% 97.7% Green Acres Mall $ 647 $ 638 $ 651 96.4% 98.0% 97.7% SanTan Village Regional Center $ 642 $ 588 $ 581 95.0% 98.1% 95.9% FlatIron Crossing $ 586 $ 579 $ 579 95.3% 97.2% 96.8% Victor Valley, Mall of $ 582 $ 565 $ 559 98.3% 98.1% 99.2% Inland Center $ 554 $ 541 $ 533 91.9% 97.0% 97.0% Deptford Mall $ 533 $ 525 $ 530 93.5% 97.4% 98.1%
Total Top 21-30: $ 628 $ 608 $ 607 94.9% 96.2% 95.9% 13.5% 25.1%
Group 4: Top 31-40 Lakewood Center $ 525 $ 491 $ 490 98.0% 97.0% 97.1% La Cumbre Plaza $ 514 $ 488 $ 481 85.6% 80.7% 86.2% South Plains Mall $ 505 $ 474 $ 461 88.4% 92.0% 91.9% Pacific View $ 470 $ 450 $ 441 80.6% 91.3% 91.4% Valley River Center $ 457 $ 453 $ 452 92.9% 95.7% 94.0% West Acres $ 451 $ 467 $ 462 98.3% 97.2% 98.3% Superstition Springs Center $ 407 $ 366 $ 365 93.0% 96.8% 96.6% Eastland Mall $ 365 $ 360 $ 357 90.7% 94.9% 96.0% Desert Sky Mall $ 351 $ 346 $ 336 98.7% 99.1% 98.8% Fashion Outlets of Niagara Falls USA $ 333 $ 340 $ 344 92.2% 93.9% 92.4%
Total Top 31-40: $ 434 $ 420 $ 417 92.7% 94.7% 94.8% 13.2% 13.1%
Total Top 40: $ 829 $ 753 $ 732 94.3% 95.7% 95.4% 11.7% 96.0%
15 The Macerich Company Sales Per Square Foot by Property Ranking (Unaudited)
Cost of Occupancy % of Portfolio Sales per square foot Occupancy for the trailing 2019 Forecast 12 months Pro Rata 9/30/2019 12/31/2018 9/30/2018 9/30/2019 12/31/2018 9/30/2018 Ended 9/30/2019 Real Estate NOI Properties (a) (a) (a) (b) (b) (b) (c) (d) Group 5: 41-45 NorthPark Mall SouthPark Mall Towne Mall Valley Mall Wilton Mall
Total 41-45: $ 295 $ 286 $ 284 87.5% 90.8% 90.7% 10.7%
Centers under Redevelopment Fashion District Philadelphia (e) (f) Paradise Valley Mall (e) 47 REGIONAL SHOPPING CENTERS $ 800 $ 726 $ 707 93.8% 95.4% 95.1% 11.7% 98.3%
Community / Power Centers and various other assets 1.7%
TOTAL ALL PROPERTIES 11.7% 100.0%
16 The Macerich Company Notes to Sales Per Square Foot by Property Ranking (unaudited)
Footnotes
(a) Sales are based on reports by retailers leasing mall and freestanding stores for the trailing 12 months for tenants that have occupied such stores for a minimum of 12 months. Sales per square foot are based on tenants 10,000 square feet and under. Properties are ranked by Sales per square foot as of September 30, 2019. (b) Occupancy is the percentage of mall and freestanding GLA leased as of the last day of the reporting period. Occupancy excludes Centers under development and redevelopment. (c) Cost of Occupancy represents “Tenant Occupancy Costs” divided by “Tenant Sales”. Tenant Occupancy Costs in this calculation are the amounts paid to the Company, including minimum rents, percentage rents and recoverable expenditures, which consist primarily of property operating expenses, real estate taxes and repair and maintenance expenditures. (d) The percentage of Portfolio 2019 Forecast Pro Rata Real Estate NOI is based on guidance assumptions provided on October 31, 2019, see page 10. Real Estate NOI excludes straight-line and above/below market adjustments to minimum rents. Real Estate NOI also does not reflect REIT expenses and Management Company revenues and expenses. See the Company’s forward-looking statements disclosure on pages 1 and 2 for factors that may affect the information provided in this column. (e) These assets are under redevelopment including demolition and reconfiguration of the Centers and tenant spaces. Accordingly, the Sales per square foot and Occupancy during the periods of redevelopment are not included. (f) On September 19, 2019, the Company’s joint venture opened Fashion District Philadelphia in downtown Philadelphia.
17 The Macerich Company Supplemental Financial and Operating Information (unaudited) Occupancy(a)
Unconsolidated Regional Shopping Centers: Consolidated Joint Venture Total Period Ended Centers Centers Centers 09/30/2019 93.4% 94.4% 93.8% 09/30/2018 94.7% 95.5% 95.1% 12/31/2018 95.2% 95.6% 95.4% 12/31/2017 94.4% 95.6% 95.0%
(a) Occupancy is the percentage of mall and freestanding GLA leased as of the last day of the reporting period. Occupancy excludes Centers under development and redevelopment.
18 The Macerich Company Supplemental Financial and Operating Information (unaudited) Average Base Rent Per Square Foot(a)
Average Base Rent Average Base Rent PSF on Leases PSF on Leases Expiring(d) Executed during the during the trailing Average Base Rent trailing twelve twelve months PSF(b) months ended(c) ended Consolidated Centers 09/30/2019 $ 58.94 $ 55.97 $ 52.34 09/30/2018 $ 57.02 $ 54.43 $ 49.07 12/31/2018 $ 56.82 $ 54.00 $ 49.07 12/31/2017 $ 55.08 $ 57.36 $ 49.61 Unconsolidated Joint Venture Centers 09/30/2019 $ 65.62 $ 70.01 $ 63.80 09/30/2018 $ 63.45 $ 65.19 $ 58.90 12/31/2018 $ 63.84 $ 66.95 $ 59.49 12/31/2017 $ 60.99 $ 63.50 $ 55.50 All Regional Shopping Centers 09/30/2019 $ 61.16 $ 60.04 $ 55.45 09/30/2018 $ 59.09 $ 57.32 $ 51.71 12/31/2018 $ 59.09 $ 57.55 $ 51.80 12/31/2017 $ 56.97 $ 59.20 $ 51.39
(a) Average base rent per square foot is based on spaces 10,000 square feet and under. All joint venture amounts are included at pro rata. Centers under development and redevelopment are excluded. (b) Average base rent per square foot gives effect to the terms of each lease in effect, as of the applicable date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants. (c) The average base rent per square foot on leases executed during the period represents the actual rent to be paid during the first twelve months. (d) The average base rent per square foot on leases expiring during the period represents the final year minimum rent on a cash basis.
19 The Macerich Company Supplemental Financial and Operating Information (unaudited) Cost of Occupancy
For the trailing For Years Ended December 31, twelve months ended September 30, 2019 2018 2017 Consolidated Centers Minimum rents 9.2% 9.3% 9.5% Percentage rents 0.4% 0.3% 0.3% Expense recoveries(a) 3.8% 3.9% 4.2%
Total 13.4% 13.5% 14.0%
For the trailing For Years Ended December 31, twelve months ended September 30, 2019 2018 2017 Unconsolidated Joint Venture Centers Minimum rents 7.1% 7.8% 8.6% Percentage rents 0.3% 0.3% 0.3% Expense recoveries(a) 3.1% 3.4% 3.8%
Total 10.5% 11.5% 12.7%
For the trailing For Years Ended December 31, twelve months ended September 30, 2019 2018 2017 All Centers Minimum rents 8.0% 8.5% 9.0% Percentage rents 0.3% 0.3% 0.3% Expense recoveries(a) 3.4% 3.6% 4.0%
Total 11.7% 12.4% 13.3%
(a) Represents real estate tax and common area maintenance charges.
20 The Macerich Company Supplemental Financial and Operating Information (unaudited) Percentage of Net Operating Income by State
% of Portfolio 2019 Forecast Real Estate State Pro Rata NOI(a) California 27.5% New York 22.9% Arizona 15.9% Colorado, Illinois & Missouri 9.3% Pennsylvania & Virginia 9.1% New Jersey & Connecticut 7.3% Oregon 4.1% Other(b) 3.9%
Total 100.0%
(a) The percentage of Portfolio 2019 Forecast Pro Rata Real Estate NOI is based on guidance assumptions provided on October 31, 2019, see page 10. Real Estate NOI excludes straight-line and above/below market adjustments to minimum rents. Real Estate NOI also does not reflect REIT expenses and Management Company revenues and expenses. See the Company’s forward-looking statements disclosure on pages 1 and 2 for factors that may affect the information provided in this column. (b) “Other” includes Indiana, Iowa, Kentucky, North Dakota and Texas.
21 The Macerich Company Property Listing September 30, 2019
The following table sets forth certain information regarding the Centers and other locations that are wholly owned or partly owned by the Company.
Year of Year of Most Original Recent Company’s Name of Construction/ Expansion/ Total Count Ownership(a) Center/Location Acquisition Renovation GLA(b) CONSOLIDATED CENTERS: 1 50.1% Chandler Fashion Center 2001/2002 — 1,318,000 Chandler, Arizona 2 100% Danbury Fair Mall 1986/2005 2016 1,268,000 Danbury, Connecticut 3 100% Desert Sky Mall 1981/2002 2007 746,000 Phoenix, Arizona 4 100% Eastland Mall(c) 1978/1998 1996 1,034,000 Evansville, Indiana 5 100% Fashion Outlets of Chicago 2013/— — 538,000 Rosemont, Illinois 6 100% Fashion Outlets of Niagara Falls USA 1982/2011 2014 689,000 Niagara Falls, New York 7 50.1% Freehold Raceway Mall 1990/2005 2007 1,673,000 Freehold, New Jersey 8 100% Fresno Fashion Fair 1970/1996 2006 995,000 Fresno, California 9 100% Green Acres Mall(c) 1956/2013 2016 2,041,000 Valley Stream, New York 10 100% Inland Center 1966/2004 2016 870,000 San Bernardino, California 11 100% Kings Plaza Shopping Center(c) 1971/2012 2018 1,137,000 Brooklyn, New York 12 100% La Cumbre Plaza(c) 1967/2004 1989 492,000 Santa Barbara, California 13 100% NorthPark Mall 1973/1998 2001 934,000 Davenport, Iowa 14 100% Oaks, The 1978/2002 2009 1,209,000 Thousand Oaks, California 15 100% Pacific View 1965/1996 2001 1,061,000 Ventura, California 16 100% Queens Center(c) 1973/1995 2004 964,000 Queens, New York 17 100% Santa Monica Place 1980/1999 2015 526,000 Santa Monica, California 18 84.9% SanTan Village Regional Center 2007/— 2018 1,124,000 Gilbert, Arizona 19 100% SouthPark Mall 1974/1998 2015 863,000 Moline, Illinois 20 100% Stonewood Center(c) 1953/1997 1991 935,000 Downey, California 21 100% Superstition Springs Center 1990/2002 2002 918,000 Mesa, Arizona 22 100% Towne Mall 1985/2005 1989 350,000 Elizabethtown, Kentucky
22 The Macerich Company Property Listing September 30, 2019
Year of Year of Most Original Recent Company’s Name of Construction/ Expansion/ Total Count Ownership(a) Center/Location Acquisition Renovation GLA(b) 23 100% Tucson La Encantada 2002/2002 2005 246,000 Tucson, Arizona 24 100% Valley Mall 1978/1998 1992 505,000 Harrisonburg, Virginia 25 100% Valley River Center 1969/2006 2007 872,000 Eugene, Oregon 26 100% Victor Valley, Mall of 1986/2004 2012 577,000 Victorville, California 27 100% Vintage Faire Mall 1977/1996 2008 1,138,000 Modesto, California 28 100% Wilton Mall 1990/2005 1998 709,000 Saratoga Springs, New York
Total Consolidated Centers 25,732,000
UNCONSOLIDATED JOINT VENTURE CENTERS: 29 60% Arrowhead Towne Center 1993/2002 2015 1,196,000 Glendale, Arizona 30 50% Biltmore Fashion Park 1963/2003 2006 517,000 Phoenix, Arizona 31 50% Broadway Plaza 1951/1985 2016 926,000 Walnut Creek, California 32 50.1% Corte Madera, The Village at 1985/1998 2005 460,000 Corte Madera, California 33 50% Country Club Plaza 1922/2016 2015 1,003,000 Kansas City, Missouri 34 51% Deptford Mall 1975/2006 1990 1,040,000 Deptford, New Jersey 35 51% FlatIron Crossing 2000/2002 2009 1,428,000 Broomfield, Colorado 36 50% Kierland Commons 1999/2005 2003 437,000 Scottsdale, Arizona 37 60% Lakewood Center 1953/1975 2008 2,069,000 Lakewood, California 38 60% Los Cerritos Center 1971/1999 2016 1,303,000 Cerritos, California 39 50% North Bridge, The Shops at(c) 1998/2008 — 670,000 Chicago, Illinois 40 50% Scottsdale Fashion Square 1961/2002 2019 1,839,000 Scottsdale, Arizona 41 60% South Plains Mall 1972/1998 2017 1,135,000 Lubbock, Texas 42 51% Twenty Ninth Street(c) 1963/1979 2007 845,000 Boulder, Colorado 43 50% Tysons Corner Center 1968/2005 2014 1,971,000 Tysons Corner, Virginia 44 60% Washington Square 1974/1999 2005 1,446,000 Portland, Oregon 45 19% West Acres 1972/1986 2001 668,000 Fargo, North Dakota
Total Unconsolidated Joint Venture Centers 18,953,000
23 The Macerich Company Property Listing September 30, 2019
Year of Year of Most Original Recent Company’s Name of Construction/ Expansion/ Total Count Ownership(a) Center/Location Acquisition Renovation GLA(b) REGIONAL SHOPPING CENTERS UNDER REDEVELOPMENT: 46 50% Fashion District Philadelphia(d)(e) 1977/2014 2019 850,000 Philadelphia, Pennsylvania 47 100% Paradise Valley Mall(f) 1979/2002 2009 1,202,000 Phoenix, Arizona
Total Regional Shopping Centers 46,737,000
COMMUNITY / POWER CENTERS: 1 50% Atlas Park, The Shops at(d) 2006/2011 2013 369,000 Queens, New York 2 50% Boulevard Shops(d) 2001/2002 2004 185,000 Chandler, Arizona 3 100% Southridge Center(f) 1975/1998 2013 848,000 Des Moines, Iowa 4 100% Superstition Springs Power Center(f) 1990/2002 — 206,000 Mesa, Arizona 5 100% The Marketplace at Flagstaff(c)(f) 2007/— — 268,000 Flagstaff, Arizona
Total Community / Power Centers 1,876,000
OTHER ASSETS: 100% Various(f)(g) 427,000 86.5% Estrella Falls(f) 79,000 Goodyear, Arizona 50% Scottsdale Fashion Square-Office(d) 124,000 Scottsdale, Arizona 50% Tysons Corner Center-Office(d) 174,000 Tysons Corner, Virginia 50% Hyatt Regency Tysons Corner Center(d) 290,000 Tysons Corner, Virginia 50% VITA Tysons Corner Center(d) 510,000 Tysons Corner, Virginia 50% Tysons Tower(d) 529,000 Tysons Corner, Virginia OTHER ASSETS UNDER REDEVELOPMENT: 25% One Westside(d)(h) 680,000 Los Angeles, California
Total Other Assets 2,813,000
Grand Total 51,426,000
(a) The Company’s ownership interest in this table reflects its legal ownership interest. See footnotes (a) and (b) on pages 26 and 27 regarding the legal versus economic ownership of joint venture entities. (b) Includes GLA attributable to anchors (whether owned or non-owned) and mall and freestanding stores. (c) Portions of the land on which the Center is situated are subject to one or more long-term ground leases. With respect to 43 Centers, the underlying land controlled by the Company is owned in fee entirely by the Company, or, in the case of jointly-owned Centers, by the joint venture property partnership or limited liability company.
24 The Macerich Company Property Listing September 30, 2019
(d) Included in Unconsolidated Joint Venture Centers. (e) On September 19, 2019, the Company’s joint venture opened Fashion District Philadelphia in downtown Philadelphia. (f) Included in Consolidated Centers. (g) The Company owns an office building and six stores located at shopping centers not owned by the Company. Of the six stores, one is leased to Kohl’s, two are vacant, and three have been leased for non-Anchor uses. With respect to the office building and three of the six stores, the underlying land is owned in fee entirely by the Company. With respect to the remaining three stores, the underlying land is owned by third parties and leased to the Company pursuant to long-term building or ground leases. (h) Construction is underway to convert former Regional Shopping Center Westside Pavilion, which closed in January 2019, into an approximately 584,000 square foot Class A creative office campus called One Westside leased solely to Google, while maintaining approximately 96,000 square feet of adjacent entertainment and retail space at 10850 Pico Boulevard.
25 The Macerich Company Joint Venture List as of September 30, 2019
The following table sets forth certain information regarding the Centers and other operating properties that are not wholly owned by the Company. This list of properties includes unconsolidated joint ventures, consolidated joint ventures, and financing arrangements. The percentages shown are the effective legal ownership and economic ownership interests of the Company as of September 30, 2019.
Legal Economic Properties Ownership(a) Ownership(b) Joint Venture Total GLA(c) Arrowhead Towne Center(d) 60% 60% New River Associates LLC 1,196,000 Atlas Park, The Shops at 50% 50% WMAP, L.L.C. 369,000 Biltmore Fashion Park 50% 50% Biltmore Shopping Center Partners LLC 517,000 Boulevard Shops 50% 50% Propcor II Associates, LLC 185,000 Broadway Plaza(e) 50% 50% Macerich HHF Broadway Plaza LLC 926,000 Chandler Fashion Center(d)(f) 50.1% 50.1% Freehold Chandler Holdings LP 1,318,000 Corte Madera, The Village at 50.1% 50.1% Corte Madera Village, LLC 460,000 Country Club Plaza 50% 50% Country Club Plaza KC Partners LLC 1,003,000 Deptford Mall(d) 51% 51% Macerich HHF Centers LLC 1,040,000 Estrella Falls 86.5% 86.5% Westcor Goodyear RSC LLC 79,000 Fashion District Philadelphia 50% 50% Various Entities 850,000 FlatIron Crossing 51% 51% Macerich HHF Centers LLC 1,428,000 Freehold Raceway Mall(d)(f) 50.1% 50.1% Freehold Chandler Holdings LP 1,673,000 Hyatt Regency Tysons Corner Center 50% 50% Tysons Corner Hotel I LLC 290,000 Kierland Commons 50% 50% Kierland Commons Investment LLC 437,000 Lakewood Center 60% 60% Pacific Premier Retail LLC 2,069,000 Los Angeles Premium Outlets 50% 50% CAM-CARSON LLC — Los Cerritos Center(d) 60% 60% Pacific Premier Retail LLC 1,303,000 North Bridge, The Shops at 50% 50% North Bridge Chicago LLC 670,000 SanTan Village Regional Center 84.9% 84.9% Westcor SanTan Village LLC 1,124,000 Scottsdale Fashion Square 50% 50% Scottsdale Fashion Square Partnership 1,839,000 Scottsdale Fashion Square-Office 50% 50% Scottsdale Fashion Square Partnership 124,000 Macerich Seritage Portfolio(g) 50% 50% MS Portfolio LLC 1,550,000 South Plains Mall(d) 60% 60% Pacific Premier Retail LLC 1,135,000 Twenty Ninth Street 51% 51% Macerich HHF Centers LLC 845,000 Tysons Corner Center 50% 50% Tysons Corner LLC 1,971,000 Tysons Corner Center-Office 50% 50% Tysons Corner Property LLC 174,000 Tysons Tower 50% 50% Tysons Corner Property LLC 529,000 VITA Tysons Corner Center 50% 50% Tysons Corner Property LLC 510,000 Washington Square(d) 60% 60% Pacific Premier Retail LLC 1,446,000 West Acres 19% 19% West Acres Development, LLP 678,000 One Westside(h) 25% 25% HPP-MAC WSP, LLC 680,000
(a) This column reflects the Company’s legal ownership in the listed properties as of September 30, 2019. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company’s joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.
26 The Macerich Company Joint Venture List as of September 30, 2019
(b) Economic ownership represents the allocation of cash flow to the Company as of September 30, 2019, except as noted below. In cases where the Company receives a current cash distribution greater than its legal ownership percentage due to a capital account greater than its legal ownership percentage, only the legal ownership percentage is shown in this column. The Company’s economic ownership of these properties may fluctuate based on a number of factors, including mortgage refinancings, partnership capital contributions and distributions, and proceeds and gains or losses from asset sales, and the matters set forth in the preceding paragraph. (c) Includes GLA attributable to anchors (whether owned or non-owned) and mall and freestanding stores as of September 30, 2019. (d) These centers have a Sears store which is owned by MS Portfolio LLC, see footnote (g) below. The GLA of the Sears store at the seven centers indicated with footnote (d) in the table above is included in Total GLA at the center level. The GLA for the Sears store at these seven centers plus the GLA of the Sears store at two wholly owned centers, Danbury Fair Mall and Vintage Faire Mall, are also aggregated into the 1,550,000 square feet in the MS Portfolio LLC above. (e) In October 2018, the Company’s joint venture partner in Broadway Plaza sold its 50% interest to a third party investor. Thereafter, the joint venture restated its governing documents and changed its name to Macerich HHF Broadway Plaza LLC. (f) The joint venture entity was formed in September 2009. Upon liquidation of the partnership, distributions are made in the following order: to the third-party partner until it receives a 13% internal rate of return on and of its aggregate unreturned capital contributions; to the Company until it receives a 13% internal rate of return on and of its aggregate unreturned capital contributions; and, thereafter, pro rata 35% to the third-party partner and 65% to the Company. (g) On April 30, 2015 Sears Holdings Corporation (“Sears”) and the Company announced that they had formed a joint venture, MS Portfolio LLC. Sears contributed nine stores (located at Arrowhead Towne Center, Chandler Fashion Center, Danbury Fair Mall, Deptford Mall, Freehold Raceway Mall, Los Cerritos Center, South Plains Mall, Vintage Faire Mall and Washington Square) to the joint venture and the Company contributed $150 million in cash to the joint venture. The lease arrangements between Sears and the joint venture provide the ability to create additional value through recapturing certain space leased to Sears in these properties and re-leasing that space to third-party tenants. For example, Primark has leased space in portions of the Sears stores at Danbury Fair Mall and Freehold Raceway Mall. On July 7, 2015, Sears assigned its ownership interest in MS Portfolio LLC to Seritage MS Holdings LLC. (h) Construction is underway to convert former Regional Shopping Center Westside Pavilion, which closed in January 2019, into an approximately 584,000 square foot Class A creative office campus called One Westside leased solely to Google, while maintaining approximately 96,000 square feet of adjacent entertainment and retail space at 10850 Pico Boulevard. The Company contributed the existing buildings and land valued at $190.0 million to the joint venture on August 31, 2018.
27 The Macerich Company Supplemental Financial and Operating Information (Unaudited) Debt Summary (at Company’s pro rata share) (a)
As of September 30, 2019 Floating Fixed Rate Rate Total (Dollars in thousands) Mortgage notes payable $3,868,307 $ 426,326 $4,294,633 Bank and other notes payable 403,028 346,741 749,769
Total debt per Consolidated Balance Sheet 4,271,335 773,067 5,044,402 Adjustments: Less: Noncontrolling interests or financing arrangement share of debt from consolidated joint ventures (360,562) — (360,562)
Adjusted Consolidated Debt 3,910,773 773,067 4,683,840 Add: Company’s share of debt from unconsolidated joint ventures 3,038,281 254,319 3,292,600
Total Company’s Pro Rata Share of Debt $6,949,054 $1,027,386 $7,976,440
Weighted average interest rate 3.94% 3.91% 3.93% Weighted average maturity (years) 5.04
(a) The Company’s pro rata share of debt represents (i) consolidated debt, minus the Company’s partners’ share of the amount from consolidated joint ventures (calculated based upon the partners’ percentage ownership interest); plus (ii) the Company’s share of debt from unconsolidated joint ventures (calculated based upon the Company’s percentage ownership interest). Management believes that this measure provides useful information to investors regarding the Company’s financial condition because it includes the Company’s share of debt from unconsolidated joint ventures and, for consolidated debt, excludes the Company’s partners’ share from consolidated joint ventures, in each case presented on the same basis. The Company has several significant joint ventures and presenting its pro rata share of debt in this manner can help investors better understand the Company’s financial condition after taking into account the Company’s economic interest in these joint ventures. The Company’s pro rata share of debt should not be considered as a substitute to the Company’s total debt determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to the Company’s financial information prepared in accordance with GAAP.
28 The Macerich Company Supplemental Financial and Operating Information (Unaudited) Outstanding Debt by Maturity Date
As of September 30, 2019 Effective Maturity Interest Total Debt Center/Entity (dollars in thousands) Date Rate (a) Fixed Floating Balance (a) I. Consolidated Assets: Kings Plaza Shopping Center (b) 12/03/19 3.67% $ 429,285 $ — $ 429,285 Danbury Fair Mall 10/01/20 5.53% 196,616 — 196,616 Fashion Outlets of Niagara Falls USA 10/06/20 4.89% 107,229 — 107,229 Green Acres Mall 02/03/21 3.61% 279,513 — 279,513 Prasada (c) 05/30/21 5.25% 1,514 — 1,514 The Macerich Partnership, L.P.—Line of Credit (d)(e) 07/06/21 4.30% 400,000 — 400,000 Tucson La Encantada 03/01/22 4.23% 64,108 — 64,108 Pacific View 04/01/22 4.08% 119,003 — 119,003 Oaks, The 06/05/22 4.14% 188,385 — 188,385 Towne Mall 11/01/22 4.48% 20,399 — 20,399 Chandler Fashion Center (f) 07/05/24 4.18% 127,798 — 127,798 Victor Valley, Mall of 09/01/24 4.00% 114,719 — 114,719 Queens Center 01/01/25 3.49% 600,000 — 600,000 Vintage Faire 03/06/26 3.55% 253,869 — 253,869 Fresno Fashion Fair 11/01/26 3.67% 323,609 — 323,609 SanTan Village Regional Center (g) 07/01/29 4.34% 186,067 — 186,067 Freehold Raceway Mall (f) 11/01/29 3.94% 199,567 — 199,567 Fashion Outlets of Chicago 02/01/31 4.61% 299,092 — 299,092
Total Fixed Rate Debt for Consolidated Assets 4.01% $3,910,773 $ — $3,910,773
Green Acres Commons (e) 03/29/21 4.81% $ — $128,696 $ 128,696 The Macerich Partnership, L.P.—Line of Credit (d)(e) 07/06/21 3.72% — 346,741 346,741 Santa Monica Place (e) 12/09/22 3.63% — 297,630 297,630
Total Floating Rate Debt for Consolidated Assets 3.87% $ — $773,067 $ 773,067
Total Debt for Consolidated Assets 3.99% $3,910,773 $773,067 $4,683,840
II. Unconsolidated Assets (At Company’s pro rata share): FlatIron Crossing (51%) 01/05/21 2.81% $ 117,310 $ — $ 117,310 One Westside—defeased (25%) 10/01/22 4.77% 33,962 — 33,962 Washington Square Mall (60%) 11/01/22 3.65% 330,000 — 330,000 Deptford Mall (51%) 04/03/23 3.55% 91,153 — 91,153 Scottsdale Fashion Square (50%) 04/03/23 3.02% 224,786 — 224,786 Tysons Corner Center (50%) 01/01/24 4.13% 375,297 — 375,297 South Plains Mall (60%) 11/06/25 4.22% 120,000 — 120,000 Twenty Ninth Street (51%) 02/06/26 4.10% 76,500 — 76,500 Country Club Plaza (50%) 04/01/26 3.88% 158,500 — 158,500 Lakewood Center (60%) 06/01/26 4.15% 215,643 — 215,643 Kierland Commons (50%) 04/01/27 3.98% 107,372 — 107,372 Los Cerritos Center (60%) 11/01/27 4.00% 315,000 — 315,000 Arrowhead Towne Center (60%) 02/01/28 4.05% 240,000 — 240,000 North Bridge, The Shops at (50%) 06/01/28 3.71% 187,031 — 187,031 Corte Madera, The Village at (50.1%) 09/01/28 3.53% 112,405 — 112,405 Tysons Tower (50%) 11/11/29 3.38% 94,531 — 94,531 Broadway Plaza (50%) 04/01/30 4.19% 224,449 — 224,449 West Acres (19%) 03/01/32 4.61% 14,342 — 14,342
Total Fixed Rate Debt for Unconsolidated Assets 3.84% $3,038,281 $ — $3,038,281
29 The Macerich Company Supplemental Financial and Operating Information (Unaudited) Outstanding Debt by Maturity Date As of September 30, 2019 Effective Maturity Interest Total Debt Center/Entity (dollars in thousands) Date Rate (a) Fixed Floating Balance (a) Atlas Park (50%) (e) 10/28/21 5.06% $ — $ 35,595 $ 35,595 Pacific Premier Retail LLC (60%) (h) 10/31/22 3.29% — 60,000 60,000 Fashion District Philadelphia (50%) 01/22/23 4.10% — 149,481 149,481 Boulevard Shops (50%) 12/05/23 4.22% — 9,243 9,243
Total Floating Rate Debt for Unconsolidated Assets 4.05% $ — $ 254,319 $ 254,319
Total Debt for Unconsolidated Assets 3.85% $3,038,281 $ 254,319 $3,292,600
Total Debt 3.93% $6,949,054 $1,027,386 $7,976,440
Percentage to Total 87.12% 12.88% 100.00%
(a) The debt balances include the unamortized debt premiums/discounts and loan finance costs. Debt premiums/discounts represent the excess of the fair value of debt over the principal value of debt assumed in various acquisitions. Debt premiums/discounts and loan finance costs are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. The annual interest rate in the table represents the effective interest rate, including the debt premiums/discounts and loan finance costs. (b) The Company has agreed to terms to replace the existing loan on the property with a new ten-year loan of $555.0 million that bears fixed interest at 3.67%. The loan is expected to close in the fourth quarter of 2019. (c) This property is owned by a consolidated joint venture. The above debt balance represents the Company’s pro rata share of 50.0%. On October 7, 2019, this loan was paid off. (d) The revolving line of credit includes an interest rate swap that effectively converts $400 million of the outstanding balance to fixed rate debt through September 30, 2021. (e) The maturity date assumes that all available extension options are fully exercised and that the Company and/or its affiliates do not opt to refinance the debt prior to these dates. (f) This property is owned by a consolidated joint venture. The above debt balance represents the Company’s pro rata share of 50.1%. (g) This property is owned by a consolidated joint venture. The above debt balance represents the Company’s pro rata share of 84.9%. (h) The Company’s joint venture repaid this loan on October 29, 2019.
30 The Macerich Company Supplemental Financial and Operating Information (Unaudited) Development Pipeline Forecast (Dollars in millions) as of September 30, 2019 In-Process Developments and Redevelopments:
Pro Rata Total Cost(a) Total Cost(a) Capitalized Costs(b) (b) Ownership (b) Incurred-to-date Expected Stabilized Property Project Type at 100% % Pro Rata 9/30/2019 Delivery(a) Yield(a)(b)(c) Scottsdale Fashion Square Redevelopment of former Barneys anchor into a $140 - $160 50.0% $70 - $80 $ 36 2019 6 - 6.5% Scottsdale, AZ flagship Apple store and an Industrious co- working space; 80,000 sf exterior expansion with restaurants and Equinox leading into a luxury wing One Westside fka Redevelopment of an existing retail center into $500 - $550(d) 25.0% $125 - $138(d) $ 46 Q3 2022(e) 7.75% - 8.25%(d) Westside Pavilion an approximately 584,000 sf Class A creative Los Angeles, CA office campus leased solely to Google
Total In-Process $640 - $710 $195 - $218 $ 82
(a) Much of this information is estimated and may change from time to time. See the Company’s forward-looking disclosure on pages 1 and 2 for factors that may affect the information provided in this table (b) This excludes GAAP allocations of non cash and indirect costs. (c) Stabilized Yield is calculated based on stabilized income after development divided by project direct costs excluding GAAP allocations of non cash and indirect costs. (d) Includes $140 million ($35 million at the Company’s share), which is an allocable share of the total $190 million purchase price paid by the joint venture in August 2018 for the existing buildings and land. (e) Monthly base rent payments are anticipated to commence during the third quarter of 2022, with base rent abatements from the second through ninth month following rent commencement.
31 The Macerich Company Supplemental Financial and Operating Information (Unaudited) Development Pipeline Forecast (Continued) (Dollars in millions) as of September 30, 2019
Pipeline of Former Sears Redevelopments: Pro rata Capitalized Costs Total Cost (a)(b) 9/30/2019 Stabilized Project Type Ownership Pro rata Incurred-to-Date(b) Yield(a)(b)(c) Retail Redevelopment $75 - $90 $ 7 8.0% - 9.0% Mixed-Use Densification 55 - 70 1 9.0% - 10.5% (d) Future Phases TBD 0 TBD
Total various $130 - $160 $ 8
Property Description Expected Delivery(a) Retail Redevelopment: (e) Arrowhead Towne Center Redevelop existing store with retail uses TBD (e) Chandler Fashion Center Redevelop existing store for a Harkins entertainment concept and Q4-2020 to 2H-2021 additional retail uses (e) Deptford Mall Redevelop existing store for Dick’s Sporting Goods, Round 1 and Q4-2020 to 1H-2021 additional retail uses (e) South Plains Mall Demolish box; site densification with retail and restaurants uses TBD (e) Vintage Faire Mall Redevelop existing store for Dave & Busters and additional retail uses Q4-2020 to 2H-2021 Wilton Mall Redevelop existing store with a medical center/medical office use Q1-2020 Mixed-Use Densification: (e) Los Cerritos Center Demolish box; site densification with residential, hotel and restaurant uses Late 2022 (e) Washington Square Demolish box; site densification with hotel, entertainment and restaurant Late 2021 uses
(a) Much of this information is estimated and may change from time to time. See the Company’s forward-looking disclosure on pages 1 and 2 for factors that may affect the information provided in this table. This estimated range of incremental redevelopment costs could increase if the Company and its joint ventures decide to expand the scope as the redevelopment plans get refined. (b) This excludes GAAP allocations of non cash and indirect costs. (c) Stabilized Yield represents estimated replacement net operating income at stabilization divided by direct redevelopment costs, excluding GAAP allocations of non cash and indirect costs. (d) Future demand-driven development phases are possible at Los Cerritos Center and Washington Square. (e) These former Sears stores are owned by a 50/50 joint venture between the Company and Seritage Growth Properties.
Note: The following Sears leases in the Company’s portfolio were assumed by the new owner of Sears and are part of the Sears go-forward plan: Danbury Fair Mall, Freehold Raceway Mall, Green Acres Mall, Stonewood Center and The Mall of Victor Valley. The Danbury Fair Mall and Freehold Raceway Mall stores are owned by a 50/50 joint venture between the Company and Seritage Growth Properties. The Sears store at Paradise Valley has been closed, however the lease was assumed by the new owner of Sears.
32 The Macerich Company Corporate Information Stock Exchange Listing New York Stock Exchange Symbol: MAC
The following table shows high and low sales prices per share of common stock during each quarter in 2019, 2018 and 2017 and dividends per share of common stock declared and paid by quarter:
Market Quotation per Share Dividends Declared Quarter Ended: High Low and Paid March 31, 2017 $73.34 $62.14 $ 0.71 June 30, 2017 $67.18 $56.06 $ 0.71 September 30, 2017 $61.55 $52.12 $ 0.71 December 31, 2017 $67.53 $52.45 $ 0.74 March 31, 2018 $69.73 $54.35 $ 0.74 June 30, 2018 $60.00 $53.55 $ 0.74 September 30, 2018 $60.95 $54.36 $ 0.74 December 31, 2018 $55.54 $40.90 $ 0.75 March 31, 2019 $47.05 $41.63 $ 0.75 June 30, 2019 $44.73 $32.04 $ 0.75 September 30, 2019 $34.15 $27.54 $ 0.75
Dividend Reinvestment Plan Stockholders may automatically reinvest their dividends in additional common stock of the Company through the Direct Investment Program, which also provides for purchase by voluntary cash contributions. For additional information, please contact Computershare Trust Company, N.A. at 877-373-6374.
Corporate Headquarters Transfer Agent The Macerich Company Computershare 401 Wilshire Boulevard, Suite 700 P.O. Box 30170 Santa Monica, California 90401 College Station, TX 77842-3170 310-394-6000 877-373-6374 www.macerich.com www.computershare.com
Macerich Website For an electronic version of our annual report, our SEC filings and documents relating to Corporate Governance, please visit macerich.com.
Investor Relations
Jean Wood Vice President, Investor Relations Phone: 424-229-3366 [email protected]
33